
                                                                     Exhibit 5.1


                      [Letterhead of Dorsey & Whitney LLP]


Darden Restaurants, Inc.
5900 Lake Ellenor Drive
Orlando, FL 32809

     Re: Registration Statement on Form S-3


Ladies and Gentlemen:

     We have acted as counsel to Darden Restaurants, Inc., a Florida corporation
(the  "Company"),  in connection with a Registration  Statement on Form S-3 (the
"Registration  Statement")  relating to the offer and sale by the  Company  from
time to time of its debt  securities  (the "Debt  Securities")  for an aggregate
initial  offering  price of up to  $475,000,000  (or the  equivalent  in foreign
currencies, currency units or composite currencies).

     For purposes of this opinion we have examined the following:

     (a)  the  Articles  of  Incorporation,  as  amended,  of the  Company  (the
          "Articles of Incorporation");

     (b)  the Bylaws, as amended, of the Company (the "Bylaws");

     (c)  resolutions of the Board of Directors of the Company  adopted on March
          22, 2005 (the "Resolutions");

     (d)  the Indenture  dated as of January 1, 1996 (the  "Indenture")  between
          the Company and Wells Fargo Bank,  National  Association (as successor
          to Wells Fargo Bank Minnesota,  National Association)  (formerly known
          as Norwest  Bank  Minnesota,  National  Association),  as trustee (the
          "Trustee"); and

     (e)  the Registration Statement,  including the prospectus included therein
          (the "Prospectus"), which provides that it will be supplemented in the
          future  by  one  or  more   supplements  to  the  Prospectus  (each  a
          "Prospectus Supplement").

     We have also examined such other  documents and reviewed such  questions of
law as we have  considered  necessary  and  appropriate  for the purposes of our
opinion  set  forth  below.  In  rendering  our  opinion,  we have  assumed  the
authenticity of all documents  submitted to us as originals,  the genuineness of
all  signatures  and the  conformity  to authentic  originals  of all  documents
submitted  to us as copies.  We have also  assumed  the legal  capacity  for all
purposes relevant hereto of all natural persons and, with respect to all parties
to  agreements  or  instruments  relevant  hereto,  that  such  parties  had the
requisite power and authority  (corporate or

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Darden Restaurants, Inc.
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otherwise) to execute,  deliver and perform such  agreements or instruments  and
that such  agreements or instruments  have been duly authorized by all requisite
action (corporate or otherwise), executed and delivered by such parties. We have
also assumed,  with respect to all parties to agreements or instruments relevant
hereto other than the  Company,  that such  agreements  or  instruments  are the
valid, binding and enforceable obligations of such parties. We have also assumed
that the Company is a corporation  duly  incorporated,  validly  existing and in
good standing under the laws of the State of Florida. We note that as to matters
of Florida law, you have received an opinion,  dated the date hereof, of Douglas
E. Wentz, Esq., your Senior Associate General Counsel, which is also filed as an
exhibit to the Registration  Statement.  As to questions of fact material to our
opinion,  we have  relied  upon  certificates  of officers of the Company and of
public officials.

     Based on the foregoing,  we are of the opinion that,  when (a) a particular
series  of Debt  Securities  has been  duly  established  under the terms of the
Resolutions  and the Indenture and (b) the  instruments  representing  such Debt
Securities  have been duly  authenticated  by the Trustee and duly  executed and
delivered on behalf of the Company against  payment  therefor in accordance with
the  terms of the  Resolutions  and the  Indenture  and as  contemplated  by the
Registration  Statement,  the Prospectus and the related Prospectus  Supplement,
such Debt Securities will constitute binding obligations of the Company.

     The opinion set forth above is subject to the following  qualifications and
exceptions:

     (a)  Our opinion  stated  above is subject to the effect of any  applicable
          bankruptcy,   insolvency  (including,  without  limitation,  all  laws
          relating to fraudulent transfers), reorganization, moratorium or other
          similar laws of general application affecting creditors' rights.

     (b)  Our  opinion  stated  above  is  subject  to  the  effect  of  general
          principles  of equity,  including,  without  limitation,  concepts  of
          materiality,  reasonableness,  good faith and fair dealing,  and other
          similar doctrines affecting the enforceability of agreements generally
          (regardless  of whether  enforcement  is considered in a proceeding in
          equity or at law).

     (c)  In rendering the opinion set forth above, we have assumed that, at the
          time  of  the   authentication  and  delivery  of  a  series  of  Debt
          Securities,  (i) the Indenture and the Resolutions  will not have been
          modified or rescinded, (ii) there will not have occurred any change in
          the  law  affecting  the  validity  or   enforceability  of  the  Debt
          Securities,  (iii) the Registration Statement,  the Prospectus and any
          and all  Prospectus  Supplements  required by applicable  law have all
          become  effective  under the Securities  Act of 1933, as amended,  and
          will be  effective  at such time,  (iv) such Debt  Securities  will be
          issued and sold with such terms and in such manner as is  described in
          the  Registration  Statement  (as  amended  from  time to  time),  the
          Prospectus  included  therein (as  amended  from time to time) and any
          related  Prospectus  Supplement and in compliance  with the Securities
          Act of 1933, as amended,  the rules and  regulations  thereunder,  the
          Trust  Indenture  Act of 1939, as amended,  the rules and  regulations
          thereunder,  and any applicable  state securities laws, all as then in
          effect,  (v) the Indenture  will have been  qualified  under the Trust
          Indenture  Act  of  1939,  as  amended,  and  will  continue  to be so
          qualified,  (vi)  none of the  particular  terms of a  series  of Debt
          Securities  will  violate  any  applicable  law and (vii)  neither the
          issuance and sale of such Debt

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Darden Restaurants, Inc.
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          Securities  nor the  compliance  by the Company with the terms thereof
          will result in a violation of the Articles of  Incorporation or Bylaws
          of the Company as then in effect,  any  agreement or  instrument  then
          binding  upon the  Company or any order then in effect of any court or
          governmental body having jurisdiction over the Company.



     (d)  As of the date of this  opinion,  a  judgment  for  money in an action
          based on a Debt Security denominated in a foreign currency or currency
          unit in a federal or state court in the United States ordinarily would
          be enforced in the United  States only in United States  dollars.  The
          date used to  determine  the rate of  conversion  into  United  States
          dollars of the foreign currency or currency unit in which a particular
          Debt  Security  is  denominated  will  depend  upon  various  factors,
          including  which court renders the  judgment.  Under Section 27 of the
          New  York  Judiciary  Law,  a state  court  in the  State  of New York
          rendering  a judgment on a Debt  Security  would be required to render
          that  judgment in the foreign  currency or currency  unit in which the
          Debt Security is denominated, and the judgment would be converted into
          United States  dollars at the exchange rate  prevailing on the date of
          entry of the judgment.

     (e)  We express no opinion as to the  enforceability of (i) provisions that
          relate to choice of law,  (ii) waivers by the Company of any statutory
          or  constitutional  rights or remedies or (iii) terms which excuse any
          person or entity  from  liability  for,  or  require  the  Company  to
          indemnify  such person or entity  against,  such  person's or entity's
          negligence or willful misconduct.

     (f)  We draw your attention to the fact that, under certain  circumstances,
          the  enforceability  of terms to the effect that provisions may not be
          waived or modified except in writing may be limited.

     Our opinion expressed above is limited to the laws of the State of New York
and the federal laws of the United States of America.

     We hereby  consent  to your  filing of this  opinion  as an  exhibit to the
Registration  Statement  and to the  reference  to our firm  under  the  caption
"Validity of Debt Securities" contained in the Prospectus.

Dated: July 29, 2005

                                        Very truly yours,
                                        /s/ Dorsey & Whitney

GLT/CFS

